a. By creating a member account, logging onto the Vydia website and/or otherwise accessing or using the Service, you expressly agree to all provisions of these Terms as well as our privacy policy located at https://vydia.com/privacy-policy/ (the “Privacy Policy”). We may modify these Terms from time to time. We will notify you of material changes to these Terms by posting the amended terms on the Service at least thirty (30) days before the effective date of the changes. If you have a member account, we will notify you of material changes to these Terms by email at least thirty (30) days before the effective date of the changes. It is therefore very important that you make sure we have a current email address for you on file so that you will receive notice of any material changes. In addition, you will be required to affirmatively accept the new Terms the first time you visit the Service and log in to your user account after the new Terms take effect. If you do not agree with the proposed changes, you should discontinue your use of the Service prior to the time the new Terms take effect. If you continue using the Service after the new terms take effect, you will be bound by the modified Terms.

b. To register and become a member of the Service, you must be 18 years of age or the legal age of majority where you live, or, if you are under the age of 18, you must have the permission and consent of your parent or legal guardian. In any event, no one under the age of 13 may create an account or otherwise become a member of the Service. By accessing or using the Service, you represent and warrant (a) that you are either of the age of legal majority or otherwise have legal capacity to legally enter into these Terms, and (b) your use of the Service, and your use of the services made available through the Service, does not violate any applicable law or regulation.

a. Member Registration. You will not be able to upload Contributions (as defined in Section 5(a) below), or access or use interactive portions of the Service unless you are a registered member of the Service. You can become a registered member of the Service by creating a new user account or logging in through a third party social media account, such as your Facebook or YouTube account.

b. Member Accounts. If you sign up to become a registered member of the Service, you agree: (i) to provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (the “User Information”); (ii) to maintain and promptly update the User Information to keep it true, accurate, current and complete; and (iii) that you will comply with the rules governing Contributions in Section 5(a) below. We reserve the right to refuse registration of, or to cancel, a member account in our reasonable discretion in accordance with applicable law. You will be responsible for maintaining the confidentiality of your member account. We shall not be liable for any loss that you incur as a result of someone else using your member account, either with or without your knowledge.

a. User Contributions. If you are a member of the Service and you are logged in to your member account, you will be able to upload content and materials to the Service (this content and materials are collectively “Contributions”). You are entirely responsible for the content of, and any harm resulting from, any of your Contributions. You represent and warrant that you:

1. Own or have sufficient rights to use your Contributions in connection with the Service;
2. will not upload Contributions that violate our or any other person’s privacy rights, publicity rights, intellectual property rights (including without limitation copyrights) or contract rights;
3. have fully complied with any third-party licenses relating to Contributions and shall pay all royalties, fees and any other monies required to be paid in connection with Contributions;
4. will not upload Contributions that: (a) are defamatory, damaging, disruptive, unlawful, inappropriate, offensive, inaccurate, pornographic, vulgar, indecent, profane, hateful, racially or ethnically offensive, obscene, lewd, lascivious, filthy, threatening, excessively violent, harassing, or otherwise objectionable; (b) incite, encourage or threaten immediate physical harm against another, including but not limited to, Contributions that promote racism, bigotry, sexism, religious intolerance or harm against any group or individual; or (c) contain material that solicits personal information from anyone under the age of 13 or exploits anyone in a sexual or violent manner;
5. will not upload Contributions that contain advertisements or solicit any person to buy or sell products or services; and
6. will not upload Contributions that constitute, contain, install or attempt to install or promote spyware, malware or other computer code, whether on our or others’ computers or equipment, designated to enable you or others to gather information about or monitor the on-line or other activities of another party.

b. Prohibited Activities. In addition to the obligations described in Section 5(a) you agree that in connection with your use of the Service, you will not:

1. use the Service for any unauthorized purpose including collecting usernames and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited email or other electronic communications, or engaging in unauthorized framing of, or linking to, the Service without our express written consent;
2. transmit chain letters, bulk or junk email or interfere with, disrupt, or create an undue burden on the Service or the networks or services connected to the Service, including without limitation, hacking into the Service, or using the system to send unsolicited or commercial emails, bulletins, comments or other communications;
3. impersonate any other person or entity, sell or let others use your profile or password, provide false or misleading identification or address information, or invade the privacy, or violate the personal or proprietary right, of any person or entity;
4. use the Services to hire any person to perform work, including, without limitation, posting advertisements or solicitations for modeling jobs or talent or talent scouting positions on the Service;
5. upload on the Service any franchise, pyramid scheme, “club membership,” distributorship or sales representative agency arrangement or other business opportunity which requires an up-front or periodic payment, pays commissions, or requires recruitment of other members, sub-distributors or sub-agents;
6. decompile, disassemble, modify, translate, adapt, reverse engineer, create derivative works from or sublicense the Service, or any portion thereof; or
7. circumvent, disable or otherwise interfere with security related features of the Service or features that prevent or restrict use or copying of any Materials or enforce limitations on use of the Service or the Materials on the Service.

a. Ownership of Contributions. We do not claim any ownership rights in the Contributions that you upload through the Service. After uploading your Contributions through the Service, you continue to retain any rights you may have in your Contributions, including any intellectual property rights or other proprietary rights associated with your Contributions, subject to the license you grant to us below.

b. License to Contributions. By uploading Contributions using the Service, you grant Vydia a non-exclusive, fully-paid, royalty-free, sublicensable and worldwide license to use, publicly display, reproduce, disseminate, and distribute the Contribution as necessary for us to provide the Service. If you cancel your membership or we terminate your access to the Service, your Contributions and other information and data related to your user account will no longer be accessible through the Service, however we may retain your Contributions in our archived files.

a. Our Right to Manage the Service. We reserve the right, but do not undertake the obligation to: (i) monitor or review the Service for violations of these Terms and for compliance with our policies; (ii) report to law enforcement authorities and/or take legal action against anyone who violates these Terms; (iii) refuse, restrict access to or the availability of, or remove, delete, edit or disable (to the extent technologically feasible) any Contribution or any portion thereof; (iv) manage the Service in a manner designed to protect our and third parties’ rights and property or to facilitate the proper functioning of the Service; (v) screen our users or members, or attempt to verify the statements of our users or members and/or (vi) monitor disputes between you and other users or to terminate or block you and other users for violating these Terms.

b. Our Right to Terminate Users. WITHOUT LIMITING ANY OTHER PROVISION OF these Terms, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION, AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF the Service TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, as permitted by applicable law, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN these Terms, OR OF ANY APPLICABLE LAW OR REGULATION.

a. Monetization Services. As part of the Services, Vydia may offer eligible members of the Service certain monetization services, such as the ability to make available their Contributions on Third Party Sites on an ad-supported, subscription and/or other monetized basis and have Vydia administer such members’ rights on their behalf (“Monetization Services”). Vydia has no obligation to provide you the Monetization Services unless and until you and we enter into a separate, mutually agreed content license agreement. We reserve the right to determine eligibility for Monetization Services in our sole discretion.

b. Distribution Services. As part of the Services, Vydia may offer eligible members of the Service the ability to request that Vydia make available their respective Contributions to our media partners (“Media Partners”), for review by such Media Partners for potential use in connection with their respective television, film, internet, and/or any such other platforms operated by such Media Partners (“Distribution Services”). We reserve the right to determine eligibility for Distribution Services in our sole discretion. If you are eligible for Distribution Services, we may require that you pay fees in order to receive the Distribution Services. Such fees may vary depending in part on which Media Partners you are requesting to review your Contribution(s). All fees paid for Distribution Services are non-refundable. Upon payment of applicable fees, we will prepare your selected Contributions for review by the Media Partners you selected, pursuant to our and such Member Partners’ applicable guidelines (such as reformatting and encoding your Contributions). WE DO NOT GUARANTEE THAT ANY MEDIA PARTNER WILL SELECT YOUR CONTRIBUTIONS FOR ANY SUCH USES. We will provide you with any feedback we receive from a Media Partner in respect of your Contributions. If your Contributions are selected by a Media Partner for potential use, you are responsible for agreeing with the Media Partner any terms and conditions applicable to such use. As between you and us, you are solely responsible for the use of your Contributions by a Media Partner.

c. Terms Applicable to Media Partners. If you are a Media Partner, Vydia allows you access to the Service and certain Contributions for professional review of such Contributions in connection with Distribution Services. In connection with such access, you shall not: (a) permit individuals who are not your employees or authorized agents to access the Service or to use Contributions contained on the Service, (b) download Contributions for any purpose other than to the limited extent necessary for professional review in connection with Distribution Services, or (c) modify, translate, distribute or create derivative works from Contributions. Notwithstanding anything to the contrary, nothing herein shall be deemed to grant you any rights in Contributions other than to the limited extent (and where and for so long as) we are authorized by our members to permit you to professionally review Contributions as part of the Distribution Services. You agree that Media Partners are solely responsible for obtaining all other rights necessary for use of Contributions from Vydia members.

i. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ALL MATERIALS OR ANY OTHER ITEMS PROVIDED THROUGH THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND. BY OPERATING THE SERVICE, WE DO NOT REPRESENT OR IMPLY THAT ANY OTHER MATERIALS OR ITEMS AVAILABLE ON OR LINKED TO BY THE SERVICE, INCLUDING WITHOUT LIMITATION, CONTENT HOSTED ON THIRD PARTY SITES, OR ANY OTHER MATERIALS OR ITEMS WE OFFER TO YOU TO BE ACCURATE, USEFUL OR NON-HARMFUL. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE. YOU AGREE THAT YOUR USE OF THE SERVICE WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATES AND EACH OF OUR RESPECTIVE LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND OTHER CONTRACTORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND YOUR USE THEREOF.

ii. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF THE SERVICE, THE SERVICE’S CONTENT, THE CONTENT OF ANY SITE LINKED TO THE SERVICE, INFORMATION OR ANY OTHER ITEMS OR MATERIALS ON THE SERVICE OR LINKED TO BY THE SERVICE. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (C) ANY HARM OF ANY TYPE ARISING FROM YOUR USE OF THE SERVICE; (D) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (E) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (F) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, AND/OR (G) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT (INCLUDING WITHOUT LIMITATION CONTRIBUTIONS) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICE, OR MATERIALS OR ANY OTHER CONTENT THEREIN. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS OF SERVICE, OUR LIABILITY TO YOU IN RESPECT OF ANY LOSS OR DAMAGE SUFFERED BY YOU AND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER IN CONTRACT, TORT OR FOR BREACH OF STATUTORY DUTY OR IN ANY OTHER WAY SHALL NOT EXCEED $50.

a. Initial Dispute Resolution. We are available by email at [email protected] to address any concerns you may have regarding your use of the Service. Most concerns may be quickly resolved in this manner. Each of you and us agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.

b. Agreement to Binding Arbitration. If we do not reach an agreed upon solution within a period of thirty (30) days from the time informal dispute resolution is pursued pursuant to Section 17(a) above, then either party may initiate binding arbitration. All claims arising out of or relating to these Terms (including their formation, performance and breach), the parties’ relationship with each other and/or your use of the Service shall be finally settled by binding arbitration administered on a confidential basis by JAMS, in accordance with the JAMS Streamlined Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class actions. Each party will have the right to use legal counsel in connection with arbitration at its own expense. The parties shall select a single neutral arbitrator in accordance with the JAMS Streamlined Arbitration Rules and Procedures. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be in writing and provide a statement of the essential findings and conclusions, shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The interpretation and enforcement of these Terms shall be subject to the Federal Arbitration Act.

The JAMS rules governing the arbitration may be accessed at https://www.jamsadr.com/adr-rules-procedures. If you initiate arbitration, to the extent the filing fee for the arbitration exceeds Two Hundred and Fifty U.S. Dollars ($250.00), we will pay the additional cost. If we are required to pay the additional cost of the filing fees, you should submit a request for payment of fees to JAMS along with your form for initiating the arbitration, and we will make arrangements to pay all necessary fees directly to JAMS. We will also be responsible for paying all other arbitration costs arising in connection with the arbitration other than costs incurred by you for legal counsel, travel and other out-of-pocket costs and expenses not constituting fees or amounts payable to JAMS. You will not be required to pay fees and costs incurred by us if you do not prevail in arbitration.

The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

c. Class Action and Class Arbitration Waiver. You and us each further agree that any arbitration shall be conducted in your respective individual capacities only and not as a class action or other representative action, and you and us each expressly waive your respective right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above in Section 17(b) shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

d. Exception – Small Claims Court Claims. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

e. 30 Day Right to Opt Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in Sections 17(b), 17(c) and 17(d) by sending written notice of your decision to opt-out by emailing us at [email protected] referencing this Section 17(e). The notice must be sent within thirty (30) days of registering to use the Service, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, we also will not be bound by them.

f. Exclusive Venue for Litigation. To the extent that the arbitration provisions set forth in Section 17(b) do not apply, or if you want to pursue any legal remedies to which you would otherwise be entitled but that are not available to you pursuant to this Section 17, the parties agree that any litigation between them shall be filed exclusively in state or federal courts located in the Borough of Manhattan, New York, New York (except for small claims court actions which may be brought in the county where you reside). The parties expressly consent to exclusive jurisdiction in the Borough of Manhattan, New York, New York for any litigation. IN THE EVENT OF LITIGATION RELATING TO THESE TERMS OR THE SERVICE, THE PARTIES HEREBY AGREE TO WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT TO A JURY TRIAL OTHER THAN SMALL CLAIMS COURT ACTIONS.